PRACTICE
LEADER

Governance, Risk and Compliance

A single employee's misguided action can erase years of an organization's accumulated value. Employees, many of whom believed they were acting in the best interest of their organizations, have created a host of legal, operational, financial and ethical issues for companies.

Stinson Leonard Street assists clients in managing, identifying and prioritizing their legal, compliance and fraud risks in practical and effective ways. We work collaboratively with the organization to design, implement and assess programs to prevent, detect, remediate and mitigate violations of law or regulations, as well as misconduct that costs the organization money. These are not isolated programs, but we integrate them within the organization's framework of governance, risk and compliance. The effectiveness of an organization's compliance program is a key factor in regulators' and prosecutors' decisions to bring civil or criminal enforcement actions, as well as the severity of a civil penalty or a criminal sentence.

Stinson Leonard Street helps clients design, implement and test effective and practical compliance programs that meet the requirements of U.S. and international standards.

Counseling Boards, Independent Directors, and Standing and Special Committees

We regularly counsel boards and their standing and special committees regarding their fiduciary duties and responsibilities as part of our securities and M&A practices, especially in connection with transactions involving related parties, conflicts of interest, securities offerings and take-over threats.

We counsel boards of directors on the design, structure and advisability of anti-takeover defenses, including advance notice bylaw provisions, staggered boards, and shareholder rights plans.

We assist public company clients with issues arising under the rules and regulations of the SEC, NYSE, NASDAQ, AMEX and other U.S. and foreign governmental and self-regulatory organizations.

In advising boards and their committees, we draw upon our knowledge and experience in M&A, executive compensation, tax, specialized regulations, and litigation aspects of corporate governance matters.

Enterprise-Wide Compliance and Risk Management Programs

At Stinson Leonard Street we tailor our assistance to the specific needs of the business. We use both best practices and innovative solutions to address complex problems, including using a creative form of online compliance training that has received national media attention. We provide practical advice to clients on how to remain in compliance with applicable laws without sacrificing commercial competiveness. Specifically, our corporate compliance and legal risk management work includes:

Assisting with key organizational issues such as board oversight and review processes, and establishing compliance governance at the management level

Developing board-level and management-level governance to address legal risks and compliance requirements such as Freedom of Information Act and Hatch Act requirements

We regularly advise boards of directors, committees and management involved in high-profile crises. These crises often involve having to deal simultaneously with regulators, prosecutors, insurers, lenders, private and class-action plaintiffs, auditors and the media. More importantly, we also counsel clients on proactive steps that they can take to prepare for a crisis in order to make their response to a crisis more timely and effective.

Our experience with complex matters and crisis management enables us to conduct cost-effective internal investigations, including on behalf of boards and committees, before an issue comes to the attention of prosecutors and regulators or otherwise becomes public. Our attorneys have conducted multijurisdictional investigations involving alleged misconduct occurring all over the world, including the United States, Europe, Mexico, Africa, Australia, South America and India. We have an extensive network of foreign counsel that we can call upon to assist us with navigating the laws and enforcement agencies of many countries. We also assist companies on the design and creation of controls and provide training for internal investigations.

We also have extensive experience responding to SEC and other regulatory inquiries, formal and informal investigations, and enforcement proceedings.

D&O Indemnification and Insurance

Due to increasingly aggressive plaintiff's attorneys and activist investors, D&O insurance and indemnification programs should no longer be based on standardized, boilerplate forms or handled only by an insurance broker.

We counsel clients in the design and review of their D&O insurance programs. We also assist them in interacting with their insurance carrier in order to maximize recovery under an insurance policy if the need should arise.

We advise clients on the design and implementation of D&O indemnification provisions in charters, bylaws, limited partnership agreements, limited liability company agreements and individual indemnification agreements, taking into account the applicable statutory and case law.